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Vipps MobilePay partner terms and conditions

Version: 1.1

These terms and conditions are valid from 24 January 2024.

1. SCOPE

The Vipps MobilePay Partner Terms and Conditions ("the Partner Terms") is a legally binding contract between Partner and Vipps MobilePay entered into when Partner accepts the Partner Terms.

The Partner Terms regulate the obligations connected to the Partner's distribution, installment, integration and support for use of the Products for relevant target groups and Merchants. The Partner Terms supersede any previous agreement between Vipps MobilePay and the Partner governing the same subject matter.

The Products are dependent on Vipps MobilePay maintaining the required license(s) with the relevant Financial Supervisory Authorities.

Vipps MobilePay and the Partner are each referred to as a "Party" and jointly as "Parties".

2. DEFINITIONS

The following definitions are used in the Partner Terms

Accounting Keys: keys that are used provide access to the Report API as described in the Documentation (Accounting Keys).

API(s): application programming interface(s) for integrating Merchant solutions with the Vipps MobilePay Products as defined in the Documentation (Vipps MobilePay Technical Documentation), including the Management API.

Confidential Information: (i) information concerning Vipps MobilePay or Partner, respectively, including information regarding its employees, products, services, solutions, proprietary platforms, customers, suppliers, contractors and other third parties conducting business with Vipps MobilePay and (ii) any information which according to applicable law is confidential. Information does not have to be marked as confidential in order to qualify as confidential.

Documentation : technical documentation governing the preparation, installment, integration, management and use of the Products delivered to the Merchant, including API documentation. Documentation is available on the Vipps MobilePay websites.

Management Keys: keys that provide access to the Management API, which only allow management of sales units but cannot be used to make payments as described at the Documentation (Management Keys).

Merchant: a corporate customer that has executed a merchant agreement with Vipps MobilePay and uses any Product delivered through a Partner.

Merchant Terms: the at-all-times applicable terms and conditions regarding the Vipps MobilePay's Products, available at Vipps MobilePay's website.

Partner: a legal person, registered in the Norwegian Central Coordinating Register for Legal Entities or an equivalent public register within the EEA-area, who offers preparation, installment and integration of the Products delivered to Merchants who manages transactions on behalf of Merchants. Partner can be a platform partner or a reseller as defined in the Documentation (Partners).

Partner Keys: keys that allow Partner to use its own API credentials to manage sales units using the Management API, and to make API requests on behalf of the Partner's Merchants, as described in the Documentation (Partner Keys).

Plugins: software components as described in the Documentation (Plugins), including SDKs.

Products: all payment services and ancillary services provided to Merchants by Vipps MobilePay and included in the product portfolio described at vippsmobilepay.com as amended from time to time by Vipps MobilePay. That notwithstanding, pass-through services where Vipps MobilePay facilitates acceptance of a payment made with a payment instrument issued by a third party (currently Vipps PSP and MobilePay Online) are not included in Products.

Sales Unit : physical and/or online point of sales capable of receiving payments with a Product, created by a Merchant.

Vipps MobilePay : Vipps MobilePay AS, Postboks 9236 Grønland 0134 Oslo, Org. 918 713 867, including any local branch or group entity. Vipps MobilePay is a Norwegian registered payment service provider ("betalingsforetak") with license from the Ministry of Finance ("Finansdepartementet") and is subject to monitoring from the Financial Authority ("Finanstilsynet") in accordance with Financial Institutions Act ("finansforetaksloven") §§ 2-10 to 2-11.

3. PARTNER OBLIGATIONS

  1. Partner must have read and comply with the applicable API checklist in the technical Documentation.
  2. Partner gets a limited, non-exclusive and revocable right to market, distribute and promote the Products as a reseller, as long as the Partner Terms are valid and in force, and in the context of the Partner's business related to preparation, installment and integration services provided to the Merchants. For the avoidance of doubt, the Partner is not acting as an agent for Vipps MobilePay.
  3. Upon notification by Vipps MobilePay of changes to the API in accordance with the section regarding "Amendments" in the Partner Terms, the Partner must perform required changes as determined in the Documentation (API Lifecycle) before the time limit set for production date and performance of changes.
  4. Partner may not distribute, integrate or otherwise prepare the Products for Merchants who are not allowed to receive payments with the Products according to the Merchant Terms, for example Merchants offering forbidden products or services.
  5. Partner may not make Login, as described in the Documentation (Introduction to the Login API), available to Merchants whose solution is subject to a requirement to verify the identity of the individual Vipps MobilePay user (strong electronic identification).
  6. Where the Merchant Terms have specific conditions governing different use cases, such as distance sale, Partner shall advise concerned Merchants of the specific conditions.
  7. Partner must at all times comply with the Vipps MobilePay design manual/brand guidelines regarding the Vipps MobilePay name(s), logos, colors, designs, typographies and pictures. The at all time applicable design manual/brand guidelines are available via the Vipps MobilePay websites, as applicable.
  8. Partner may not use the Vipps MobilePay trademarks, brands, business marks and/ or names as independent marks, brands or names. Partner may not change/amend or otherwise alter the brands and business marks of Vipps MobilePay.
  9. Partner must get approval from Vipps MobilePay if Partner creates and/or uses own material which includes the Vipps MobilePay names, brands, logos, business marks and/or other intellectual property rights.
  10. Partner may not receive or otherwise be a party in any transaction executed with the Products, for example a marketplace setup, with origin in sale and/or activities which are offered by a Merchant or another third party.
  11. Partner must make arrangements to enable Merchants to use the Products, contribute to the distribution of the Products and handle the relation to the Merchants within the scope of the Partner's offering to the Merchants (technical integration and/or commercial distribution, as applicable).
  12. Partner must promptly inform Vipps MobilePay of any actual or threatened lawsuit, any claim or complaint related to the Products or otherwise relevant under the Partner Terms, including but not limited to technical errors, economic claims and cases of fraud.
  13. Partner must promptly inform Vipps MobilePay of any breaches to security.

If the Partner does not comply with the above-mentioned obligations, Vipps MobilePay may limit the Partner's right to distribute, prepare, install and/or integrate the use of the Products and/or terminate the Partner Terms in accordance with section "Termination".

4. PARTNERS OBLIGATIONS IN TERMS OF THE INTEGRATION

Partner can implement support for one or more of the Products based on Plugins or APIs which Vipps MobilePay has made available. The APIs and Plugins, including Documentation, are the sole property of Vipps MobilePay.

  1. Partner is obligated to integrate the Products in accordance with the Documentation and the at all time applicable requirements and guidelines provided by Vipps MobilePay and the Documentation. The integration is final and ready to go "live" when Partner has completed the checklist, as described in the Documentation (Partners).
  2. Partner bears the responsibility for correct and optimal integration and configuration of the Products with the Merchants.
  3. Partners with Partner Keys are obligated to use the Management API's pre-filled functionality to make product orders on behalf of the Merchant.
  4. Partner is obligated to use the Management API for obtaining information about a Merchant or a Sales Unit.
  5. Partner is obligated to use the Management API's functionality to check for API quality, and to discover and correct erroneous API usage.
  6. Partner is responsible for logging and handling all requests to and responses from the Vipps MobilePay APIs, including error codes. Errors must be fixed as soon as possible. Vipps MobilePay reserves the right to withhold the Partner's commission or deactivate the Partner if the Partner has an error-rate above 5 %.
  7. Partner is obligated to subscribe to and comply with any guidance issued in the Vipps MobilePay Technical updates (Technical updates).
  8. Partner is encouraged to subscribe to the status pages available at Status Pages.

For avoidance of doubt, Vipps MobilePay will not reimburse the Partner for any costs related to the Partner's integration to the Products.

5. PARTNER KEYS

A Partner may get access to Partner Keys by entering into a specific Partner Key Agreement with Vipps MobilePay. Partner thereby gets a set of API keys which works for all the Partner's Merchants.

6. REQUIREMENTS FOR ADMINISTRATION OF INTEGRATION

Plugins

  1. Vipps MobilePay will on an ongoing basis and in its sole discretion assess what platforms it offers Plugins for and when it is considered beneficial to initiate necessary work to establish official Plugins for a platform. Launch of new official Plugins is informed via the technical updates. Partner and Merchants are encouraged to use official Plugins.

  2. Vipps MobilePay is responsible for maintenance and upgrades of the official Plugins, as deemed necessary or beneficial by Vipps MobilePay in its sole discretion.

  3. Partner must check for Plugin updates and changes in existing Plugins on an ongoing basis via the Documentation.

  4. Vipps MobilePay will notify Partner and Merchant if changes result in Merchants having to make changes, including information of a planned production date for a new version.

  5. Vipps MobilePay will inform Partner if APIs and Plugins will be phased out or deactivated within reasonable time before the phase out/deactivation.

APIs

  1. Partner is obligated to monitor use of the APIs, including registering any error messages from the APIs in the Partner's solution, and to correct all API errors that are retrieved in the API responses. It is the Partner's responsibility to ensure correct use of the APIs. Partner must correct any erroneous use of the APIs within 30 days after Vipps MobilePay gives the Partner a written notice about unresolved errors.

    If the errors have not been corrected within 30 days after the written notice, Vipps MobilePay is entitled to terminate the Partner Terms for cause in accordance with section "Termination".

    If a Partner does not update Partner solution as instructed by Vipps MobilePay, Vipps MobilePay does not guarantee the functionality of the Products. When Vipps MobilePay phases out an API, or a part of an API (an endpoint), the previous version will function for a period of time as described in Documentation (API Lifecycle).

    Plugins or integrations that a Partner has developed based on the API may stop functioning when a specific API is phased out or it is materially changed.

  2. Partner is obligated to upgrade to the newest versions of APIs after they have been made available by Vipps MobilePay. The updates are described in the API Lifecycle, including deadlines for when the Partner must update the APIs.

    If the Partner does not upgrade in accordance with the above-mentioned, Vipps MobilePay is entitled to terminate the Partner Terms for cause as provided in section Termination.

  3. Partner who has developed own Plugins/integrations must on an ongoing basis maintain and update them in order to support all possibilities and improvements made available in the API.

  4. In case of significant changes in the Products, for example if an API is phased out and/or Plugins are launched, Partner is encouraged to recommend the Merchant to change to Vipps MobilePay's official Plugins.

7. OBLIGATIONS IN TERMS OF MERCHANTS

Partner's responsibility

  1. Partner shall onboard Merchants as described in the Documentation (Partners).
  2. Partner shall act as the point of contact for receiving inquiries from the Partner's Merchants (first-line support) related to the Products supplied to Merchant by the Partner.
  3. If Partner cannot answer an inquiry, Partner must use Vipps MobilePay's support resources (second-line support).
  4. Partner shall inform Vipps MobilePay immediately if Partner receives inquiries that may involve security, reputational risk and/or negative media coverage regarding Vipps MobilePay.

Vipps MobilePay's responsibility

  1. Vipps MobilePay shall make necessary documentation available for Partners and Merchants.
  2. Vipps MobilePay shall provide second-line support free of charge to Partner, in order for Partner to be able to provide technical and other support to Merchant.

8. ACCESSIBILITY

In the event of planned down-time, besides maintenance windows as defined in the Documentation or Merchant Terms, Vipps MobilePay informs Partner in the status pages in accordance with established routines in reasonable time.

Vipps MobilePay may at any time and without notification apply any security measures resulting in down-time or limited accessibility, as deemed necessary by Vipps MobilePay. In the event of unforeseen service interruption/down-time, Vipps MobilePay shall inform Partner as soon as possible. Vipps MobilePay shall, if possible, provide information of when the situation is expected to be rectified.

Vipps MobilePay maintains an operational information website, where status information on current service interruptions is made available.

9. TERMINATION

Either Party may terminate the Partner Terms for convenience at any time with three (3) months' written notice.

If errors, as regulated in the Partner Terms, have not been corrected within 30 days' notice, Vipps MobilePay is entitled to terminate the Partner Terms for cause with immediate effect upon written notice.

In the event of a Party's material breach of the Partner Terms, the other Party is entitled to terminate the Partner Terms for cause with immediate effect.

Further, Vipps MobilePay is entitled to terminate the Partner Terms for cause with immediate effect if the Partner enters into bankruptcy, becomes part of a mandatory estate management or similar or is liquidated or removed from the company registry.

10. EFFECT OF TERMINATION

In the event of termination of the Partner Terms, Partner must in collaboration with Vipps MobilePay provide the Merchant with information of termination, what the termination means for the Merchant, and what the Merchant can do in order to continue using the Products. If necessary, Vipps MobilePay can notify the Merchants directly.

After termination of the Partner Terms, neither Party shall present or otherwise market itself as partner of the other Party. This includes amongst others removing all references to the other Party, including names, logos, trademarks and other business marks, from its digital spaces and from marketing material.

11. AMENDMENTS

Vipps MobilePay reserves the right to change the Vipps MobilePay Partner Terms with 3 months written notice to the Partner.

Vipps MobilePay may in its sole discretion and at all times change the APIs, Plugins and/or Documentation.

The Partner will be notified of changes via e-mail. The Partner is obligated to keep contact information updated.

Vipps MobilePay reserves the right to change the agreement between Vipps MobilePay and the Merchants, including pricing and fees, in accordance with the Merchant Terms.

12. REGULATORY COMPLIANCE

The Parties agree to comply with the at all time applicable laws and regulations as amended from time to time, including but limited to data protection legislation, in connection with its activities under the Partner Terms.

The Parties agree and acknowledge that both Parties act as independent data controllers in respect of personal data processed by them pursuant to the Partner Terms. If one of the Parties shall process personal data on behalf of the other Party, the Parties must enter into a separate data processing agreement.

13. CONFIDENTIALITY

Each Party must observe strict confidentiality and not disclose Confidential Information to third parties that the Party has received from the other Party in connection with the Partner Terms without prior written approval from the other Party. Confidential Information may only be used to fulfill the obligations under the Partner Terms and may only be disclosed to employees, contractors and consultants on a need-to-know basis. The Parties must impose confidentiality obligations on employees, contractors and consultants which covers the requirements for confidentiality in the Partner Terms.

The confidentiality obligation does not apply to information which is (i) public, other than by breach of the Partner Terms, (ii) received by a Party who lawfully acquired it from a third-party and/or (iii) independently developed by a Party without access to Confidential Information.

The Partner shall upon Vipps MobilePay's request and in Vipps MobilePay's sole discretion immediately return all Confidential Information, together with copies and/or reproductions or delete and destroy all Confidential Information, including copies and reproductions, and provide Vipps MobilePay with a statement confirming the deletion.

This confidentiality undertaking shall survive any termination of the Partner Terms and shall remain in force during a period of three (3) years thereafter.

14. INTELLECTUAL PROPERTY RIGHTS

Vipps MobilePay grants the Partner a limited, non-exclusive and revocable right to market, distribute and promote the Products, as long as the Partner Terms are valid and in force, in the context of the Partner's business related to preparation, installment and integration services provided to the Merchants.

Vipps MobilePay retains all right, title, and interest in and to the Vipps MobilePay intellectual property rights, including but not limited to name(s), brand(s), logo(s), APIs, Plugins, Documentation and Products, including without limitation the Vipps and/or MobilePay application and all other all software used to provide the products and all graphics, user interfaces, logos, and trademarks reproduced through the system, as well as all content other than the Partner's content.

15. LIABILITY

In no event shall a Party be liable for any indirect, special, incidental, or consequential damages, including lost profits.

A Party's maximum liability to the other Party under the Partner Terms, including any additional Partner agreement and appendices, shall not exceed EUR 1 000 000.

The limitations of liability shall not apply to damages caused by willful misconduct or gross negligence or to damages caused by the breach of the confidentiality obligations or failure to secure the Partner Keys from unauthorised or wrongful use.

16. ASSIGNMENT

Neither the Partner Terms nor any of the duties or obligations under the Partner Terms may be delegated, transferred or assigned by the Partner without prior written approval of Vipps MobilePay.

17. CHOICE OF LAW AND DISPUTE RESOLUTION

The Partner Terms, and any non-contractual obligations arising out of or in connection herewith, is governed by Norwegian law without regard to international private law regulations or principles leading to the application of other laws than substantial Norwegian law.

Any dispute arising from the Partner Terms must, if possible, be resolved by negotiations between the Parties. If this is not possible, the dispute will be decided by ordinary court proceedings with Oslo as the venue.

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